EXHIBIT 3.17
                       ARTICLES OF INCORPORATION
                                   OF
                        PHOENIX FUEL CO., INC.

KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, having associated ourselves together for
the purpose of forming a corporation under and by virtue of the laws of
the State of Arizona, do hereby adopt the following Articles of
Incorporation:
                                ARTICLE I.

     The name of the corporation shall be PHOENIX FUEL CO., INC., and
its principal place of business within the State of Arizona shall be in
the City of Phoenix, in the County of Maricopa, in said State, but the
board of directors may designate other places, either within or without
the State of Arizona, where other offices may be established and
maintained, and all corporate business transacted.

                               ARTICLE II.

     The names, residences and post office addresses of the
incorporators are as follows:

     F. A. Wilhoit           5208 North 19th Drive
                             Phoenix, Arizona

     Christine M. Wilhoit    5208 North 19th Drive
                             Phoenix, Arizona

     J. William Wilhoit      5208 North 19th Drive
                             Phoenix, Arizona

                              ARTICLE III.

     The general nature of the business in which the corporation shall
engage is as follows:

     1.  To buy, sell, market, transport and otherwise deal in and with
respect to petroleum products of all kinds and classes;

     2.  To issue such notes, bonds, debentures, contracts, or other
security or evidences of indebtedness upon such terms and conditions
and in such manner and form as may be prescribed or determined by the
board of directors;

     3.  To purchase, acquire, own, hold, sell, assign, transfer,
mortgage, pledge, or otherwise to acquire, dispose of, hold or deal in
the shares of the stock, bonds, debentures, notes or other security or
evidences of indebtedness of this or any other corporation, association
or individual, and to exercise all the rights, powers and privileges of
ownership, including the right to vote thereon to the same extent as a
natural person might or could do;

     4.  To lend or invest its funds, with or without security, upon
such terms and conditions as shall be prescribed or determined by the
board of directors;

     5.  To borrow money and to issue bonds, debentures, notes,
contracts, and other evidences of indebtedness or obligation, and from
time to time for any lawful purpose to mortgage, pledge and otherwise
charge any or all of its properties, property rights, privileges and
assets to secure the payment thereof;

     6.  To act as agent, trustee, broker, or in any other fiduciary or
representative capacity;

     7.  To purchase, own, hold or hypothecate any patent rights,
privileges, trademarks, or secret processes;

     8.  To act as surety or guarantor and to underwrite in whole or in
part, any contract, issue of stock, bonds, debentures or other
securities or evidences of indebtedness of any other corporation or
association, or of any person or persons;

     9.  To supervise and to manage or otherwise control properties or
property rights and to manage and conduct any business, venture or
enterprise for other persons, corporations or associations;

    10.  To make and perform contracts of every kind and description,
and in carrying on its business, or for the purpose of attaining and
furthering any of its objects, to do any and all things which a natural
person might or could do, and which now or hereafter may be authorized
by law, and in general to do and perform such acts and things and
transact such business in connection with the foregoing objects, not
inconsistent with law, as may be necessary and required.

     The designation of any object or purpose herein shall not be
construed to be a limitation or qualification, or in any manner to
limit or restrict the purposes and objects of the corporation.

                            ARTICLE IV.

     The authorized amount of the capital stock of the corporation
shall be one thousand (1,000) shares, of the par value of one hundred
dollars ($100.00) each, and shall be paid for at such time and in such
manner as the board of directors shall determine. All or any portion of
the capital stock of the corporation may be issued in payment for real
or personal property, services or any other thing of value, for the
uses and purposes of the corporation, and when so issued, shall be
fully paid, the same as though paid for in cash, and the directors
shall be the sole judges of the value of any property, right or thing
acquired in exchange for capital stock.  The shares of the capital
stock of the corporation, when issued, shall be fully paid and non-
assessable.

                            ARTICLE V.

     The time of the commencement of the corporation shall be from the
date of the issuance to it of the certificate of incorporation by the
Arizona Corporation Commission, and it shall endure for the term of
twenty-five (25) years thereafter, with the privilege of renewal as
provided by law.

                             ARTICLE VI.

     The affairs of the corporation shall be conducted by a Board of
Directors and such officers as the directors may elect or appoint. The
officers and directors need not be stockholders of the corporation. The
number of directors shall be not less than three (3) nor more than five
(5), Directors shall hold office for one year, or until their
successors are elected and qualified, and shall be elected by the
stockholders of the corporation at the annual meeting thereof to be
held at 10:00 o'clock A.M. on the second Monday in January of each
year, commencing with the year 1953.  The time for holding the annual
meeting of the stockholders may be altered by the majority vote of the
stockholders at any meeting thereof.

     Until the first annual meeting of the stockholders and until their
successors have been elected and qualified, the following named persons
shall be directors of the corporation:

               F. A. Wilhoit
               Christine M. Wilhoit
               J. William Wilhoit

     In furtherance, and not in limitation of the powers conferred by
law, the board of directors is expressly authorized to adopt, amend and
rescind bylaws for the corporation, and to fill vacancies in any office
or in the board of directors resulting from any cause.

                            ARTICLE VII

     The private property of the stockholders, directors and officers
of the corporation shall at all times be exempt from all corporate
debts and liabilities whatsoever.

                            ARTICLE VIII

     The highest amount of indebtedness or liability, direct or
contingent, to which the corporation shall at any time subject itself,
shall be SIXTY-SIX THOUSAND, SIX HUNDRED SIXTY-SIX DOLLARS
($66,666.00).

                            ARTICLE IX.

     RICHARD G. KLEINDIENST, whose address is 619 Title & Trust
Building, Phoenix, Arizona, and who has been a bona fide resident of
the State of Arizona for more than three (3) years last past, is hereby
appointed and designated Statutory Agent for the corporation for the
State of Arizona, upon whom service of process may be had.

     IN WITNESS WHEREOF, we have hereunto set our hands and seals this
6th day of January, 1953.
                               F. A. Wilhoit
                               Christine M. Wilhoit
                               J. William Wilhoit
STATE OF ARIZONA   )
                   ) ss.
County of Maricopa )

     On this, the 6th day of January, 1953, before me the undersigned
Notary Public, personally appeared F. A. WILHOIT, CHRISTINE M. WILHOIT
and J. WILLIAM WILHOIT, known to me to be the persons whose names are
subscribed to the foregoing instrument, and acknowledged that they
executed the same for the purposes therein contained.

     IN WITNESS WHEREOF I hereunto set my hand and official seal.

                               RICHARD G. KLEINDIENST
                               Notary Public
My commission expires:
January 16, 1955

(NOTARIAL SEAL)
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<PAGE>
         CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                  OF
                        PHOENIX FUEL CO., INC.

     This is to certify that a special meeting of the stockholders of
PHOENIX FUEL CO., INC., an Arizona corporation, was held in Phoenix,
Arizona, on the 18th day of April, 1960, written notice of the time,
place and purpose of such meeting having been given to all of the
stockholders more than thirty (30) days prior to the said meeting; all
shares of the capital stock of the corporation were present, and by the
unanimous vote of those present, the following sections of the Articles
of Incorporation were amended to read as follows:

                                ARTICLE IV

     The authorized amount of the capital stock of the corporation shall
be five thousand (5,000) shares, of the par value of One Hundred Dollars
($100.00) each, and shall be paid for at such time and in such manner as
the board of directors shall determine.  All or any portion of the
capital stock of the corporation may be issued in payment for real or
personal property, services or any other thing of value, for the uses
and purposes of the corporation, and when so issued, shall be fully
paid, the same as though paid for in cash, and the directors shall be
the sole judges of the value of any property, right or thing acquired in
exchange for capital stock.  The shares of the capital stock of the
corporation, when issued, shall be fully paid and nonassessable.

                               ARTICLE VIII

     The highest amount of indebtedness or liability, direct or
contingent, to which the corporation shall at any time subject itself,
shall be THREE HUNDRED THIRTY-THREE THOUSAND, THREE HUNDRED THIRTY-THREE
DOLLARS ($333,333.00).

     IN WITNESS WHEREOF, the undersigned, as president and secretary,
respectively, of the said corporation, have hereunto affixed their
signatures and the seal of said corporation this 19th day of April,
1960.
                                            /s/ J. W. Wilhoit
                                           _________________________
ATTEST:                                    J. W. Wilhoit, President
/s/ Christine M. Wilhoit
_______________________________
Christine M. Wilhoit, Secretary

STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )

     On this, the 19th day of April, 1960, before me, the undersigned
Notary Public, personally appeared J. W. WILHOIT and CHRISTINE M.
WILHOIT, who acknowledged themselves to be the president and secretary,
respectively, of PHOENIX FUEL CO., INC., a corporation, and as such
president and secretary, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing
their names as said president and secretary.

     IN WITNESS WHEREOF I have hereunto set my hand and official seal.

                                           _________________________
My commission expires:                          Notary Public
_____________________
<PAGE>
<PAGE>
                      STATE OF ARIZONA
                    ARTICLES OF AMENDMENT
                             TO
                  ARTICLES OF INCORPORATION
                             OF
                    PHOENIX FUEL CO., INC.


     Pursuant to the provisions of S.S. 10-061, Arizona Revised
Statutes, the undersigned corporation adopts the attached Articles of
Amendment to its Articles of Incorporation.

     FIRST: The name of the corporation is Phoenix Fuel Co., Inc.

     SECOND: The document attached hereto as Exhibit A sets forth an
amendment to the Articles of Incorporation which was adopted by the
shareholders of the corporation of October 1, 1977 in the manner
prescribed by the Arizona Revised Statutes.

     THIRD: The number of shares of the corporation outstanding at the
time of such adoption was 560; and the number of shares entitled to vote
thereon was 560.

     FOURTH: The designation and number of outstanding shares of each
class or series entitled to vote thereon as a class or series were as
follows:
               CLASS OR SERIES            NUMBER OF SHARES
               ---------------            ----------------
               Common Stock                     560

     FIFTH: The number of shares of each class or series entitled to
vote thereon as a class or series voted for or against such amendment,
respectively, was:

     CLASS OR SERIES   NUMBER OF SHARES FOR    NUMBER OF SHARES AGAINST
     ---------------   --------------------    ------------------------
     Common                   560                         -0-

     SIXTH: No exchange, reclassification, or cancellation of issued
shares was provided for in the amendment.

     SEVENTH:  No change in the amount of stated capital was made by the
amendment.

     DATED: December 13, 1977.

                                    PHOENIX FUEL CO., INC.

                                    By  /s/ J. W. Wilhoit
                                      ____________________________
                                      J. W. Wilhoit, President

                                    By  /s/ T. A. Wilhoit
                                      ____________________________
                                      T. A. Wilhoit, Secretary

<PAGE>
<PAGE>
STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )

     The foregoing instrument was acknowledged before me this 13th day
of December, 1977 by J. W. Wilhoit, President of Phoenix Fuel Co., Inc.,
an Arizona corporation, on behalf of the corporation.

                                     /s/ David R. Foyer
                                     _________________________
                                     Notary Public
My Commission Expires:

July 7, 1980
_____________________


STATE OF ARIZONA     )
                     ) ss.
County of Maricopa   )

     The foregoing instrument was acknowledged before me this 13th day
of December, 1977 by T. A. Wilhoit, Secretary of Phoenix Fuel Co., Inc.,
an Arizona corporation, on behalf of the corporation.

                                     /s/ David R. Foyer
                                     _________________________
                                     Notary Public
My Commission Expires:

July 7, 1980
_____________________


<PAGE>
<PAGE>
                            EXHIBIT A

1.  ARTICLE V is amended to read as follows:

                            "ARTICLE V

No holder of common stock shall have the right or power to transfer,
pledge, sell or otherwise dispose of any of the shares of the common
stock of the corporation, nor shall any transfer, pledge, sale or other
disposition thereof, unless such transfer  be accomplished by right of
inheritance or by operation of law, be valid and effective until the
shares of common stock proposed to be transferred are first offered for
sale to the corporation. Whenever tendered to the corporation for
purchase, the corporation shall have the right to purchase any share or
shares of said stock from the holder by paying therefor a price fixed by
the valuation put upon said stock by the stockholders at their last
annual meeting. If this corporation shall fail or refuse, for a period
of ninety (90) days after said shares of stock so offered, then the said
stock shall be offered on a ratable basis to the other holders of stock
of this corporation, and shall not be subject to the conditions
hereinabove set forth. Upon the death of any stockholder, the
corporation shall have the right and option to purchase the common stock
of this corporation held by the deceased at the time of his death by
paying therefor the price determined in accordance with this section.
The purchase price therefor shall be paid in cash, within such time as
shall be agreed upon by the personal representative of the deceased, and
the corporation. Unless the corporation pays for such stock in cash or
arrives at an agreement with the personal representative of the deceased
within one year from the date such personal representative is legally
qualified to act, then the personal representative of the deceased shall
be authorized to offer such stock for sale to the other holders of stock
in this corporation on a ratable basis according to the percentage
ownership of the other stockholders. In the event that the other
stockholders of stock in this corporation shall fail or refuse for a
period of ninety (90) days after said shares of stock are offered for
sale, to purchase the shares of stock so offered, the stockholder or
personal representative of a deceased stockholder shall be authorized to
offer such stock for sale to any other person or persons."

2.  ARTICLE VIII is amended to read as follows:

                          "ARTICLE VIII

The holders from time to time of the common stock of the corporation
shall have pre-emptive rights as to any new or existing class of stock
then or thereafter authorized to be issued, including treasure stock. No
resolution of the board of directors authorizing the issuance of stock
to which pre-emptive rights shall attach may require such rights to be
exercised within fewer than sixty days."

<PAGE>
<PAGE>
                            STATE OF ARIZONA
                          ARTICLES OF AMENDMENT
                                 TO THE
                        ARTICLE OF INCORPORATION
                                  OF
                         PHOENIX FUEL CO., INC.

     Pursuant to the provisions of A.R.S. S.S. 10-061, the undersigned
corporation adopts the following articles of amendment to its articles
of incorporation:

FIRST:    The name of the corporation is Phoenix Fuel Co., Inc.

SECOND:   The document attached hereto as exhibit A sets forth
          amendments to the articles of incorporation which were
          adopted by the shareholders of the corporation on March 31,
          1981, in the manner prescribed by A.R.S. S.S. 10-059.

THIRD:    The number of shares outstanding at the time of such adoption
          was 560 and the number of shares entitled to vote thereon was
          560.

FOURTH:   The corporation has outstanding only a single class of stock.

FIFTH:    The number of shares voted for the amendments was 560 and
          the number of shares voted against the amendments was 0.

SIXTH:    The amendments do not effect any exchange, reclassification,
          or cancellation of issued shares.

SEVENTH:  The amendments do not effect a change in the amount of stated
          capital.

EIGHTH:   The amendments remove the corporation's limited period of
          existence and thereby provide for perpetual succession.

          DATED:  March 31, 1981.

                                    Phoenix Fuel Co., Inc.

                                    By  /s/ J. W. Wilhoit
                                      ___________________________
                                      J. W. Wilhoit, President

                                    By  /s/ T. A. Wilhoit
                                      ___________________________
                                      T. A. Wilhoit, Secretary

<PAGE>
<PAGE>
                        ACKNOWLEDGEMENTS

STATE OF ARIZONA    )
                    ) ss.
County of Maricopa  )

     The foregoing instrument was acknowledged before me this 31st day
of March, 1981, by J. W. Wilhoit, President of Phoenix Fuel Co., Inc.,
an Arizona corporation, on behalf of the corporation.

                                     /s/ David R. Foyer
                                     _________________________
                                     Notary Public
My Commission Expires:

July 7, 1984
_____________________



STATE OF ARIZONA    )
                    ) ss.
County of Maricopa  )

     The foregoing instrument was acknowledged before me this 31st day
of March, 1981, by T. A. Wilhoit, Secretary of Phoenix Fuel Co., Inc.,
an Arizona corporation, on behalf of the corporation.

                                     /s/ David R. Foyer
                                     _________________________
                                     Notary Public
My Commission Expires:

July 7, 1984
_____________________

<PAGE>
<PAGE>
                          EXHIBIT A

     1.  The following Article X is hereby added to the Articles of
Incorporation of Phoenix Fuel Co., Inc.:

                          "ARTICLE X

     Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors, officers,
employees and agents against all expenses incurred by them and each of
them including but not limited to legal fees, judgments, penalties, and
amounts paid in settlement or compromise, which may arise or be
incurred, rendered, or levied in any legal action brought or threatened
against any of them for or on account of any action or omission alleged
to have been committed while acting within the scope of employment as
director, officer, employee or agent of the corporation, whether or not
any action is or has been filed against them and whether or not any
settlement or compromise is approved by a court. Indemnification shall
be made by the corporation whether the legal action brought or
threatened is brought by or in the right of the corporation or by any
other person.  Whenever such director, officer, employee or agent shall
report to the president of the corporation or the chairman of the board
of directors that he or she has incurred or may incur expenses,
including but not limited to legal fees, judgments, penalties, and
amounts paid in settlement or compromise in a legal action brought or
threatened against him or her for or on account of any action or
omission alleged to have been committed by him or her while acting
within the scope of his or her employment as a director, officer,
employee or agent of the corporation, the board of directors shall, at
its next regular or at a special meeting held within a reasonable time
thereafter, determine in good faith whether, in regard to the matter
involved in the action or contemplated action, such person acted, failed
to act, or refused to act willfully or with gross negligence or with
fraudulent or criminal intent.  If the board of directors determines in
good faith that such person did not act, fail to act, or refuse to act
willfully or with gross negligence or with fraudulent or criminal intent
in regard to the mater involved in the action or contemplated action,
indemnification shall be mandatory and shall be automatically extended
as specified herein, provided however, that no such indemnification
shall be available with respect to liabilities under the Securities Act
of 1933, and, provided further, that the corporation shall have the
right to refuse indemnification in any instance in which the person to
whom indemnification would otherwise have been applicable shall have
unreasonably refused to permit the corporation, at its own expense and
through counsel of its own choosing, to defend him or her in the
action."